TAKE SOLUTIONS Share price

Our Company was incorporated as a private limited company by the name TAKE Solutions Private Limited on December 20 2000 having its registered office at No.76 Venkatakrishna Road Raja Annamalaipuram Chennai 600 028. We have been promoted by a team of domain experts in the supply chain management sector of thesoftware industry.On December 31 2002 Millennium Infocom Limited was amalgamated with us. Subsequently we were registered as a public limited company w.e.f. March 29 2004.On February 7 2003 we acquired the divisions of iStartWeb and MSIPL. The division of iStartWeb dealt with BPM workflow management application and information integration. The division of MSIPL had capabilities in secondary sales management software.In December 2003 we acquired fifty one (51%) of the equity share capital of Megatrends Limited but subsequently on April 5 2005 we divested our equity fully in Megatrends and this company ceased to be our subsidiary.On November 20 2004 we incorporated a wholly owned Subsidiary in the Kingdom of Bahrain by the name of TAKE Solutions Gulf W.L.L. This Subsidiary has enabled us to foray in the Middle East markets for marketing SCM suite of products.We in the year 2004-2005 developed a suite of products across the SCM vertical which enabled us to deliver customized business solutions and support services at shrink-wrap speeds to our clients.In December 2005 we acquired a majority stake in the equity of TAKE Inc. USA a subsidiary company of TAKE Solutions Pte. Limited (one of our Promoters). In March 2006 we acquired the entire shareholding ofTAKE Inc. USA and thereby our Company forayed into the US markets. The acquisition also added a new vertical i.e. the Life Sciences Space known as ?Life Sciences Technology Solutions? having a suite of products under the brand umbrella "OneClinical". In 2006 TAKE Inc. USA launched the software product PharmaReady in the Life Sciences space. TAKE Inc. further has two Subsidiaries namely OnSphere Corporation and Applied Clinical Intelligence L.L.C.On 29th March 2006 we acquired Autopartsasia Private Limited which is a 100% EOU in India. This acquisition enabled us to extend our SCM model in the automotive space of the industry.On 31st March 2006 we acquired Millennium Business Solutions (Sdn) Bhd. Malaysia from Millenium Business Solutions Private Limited India. By way of this acquisition we forayed into the South East Asianmarket for marketing SCM suite of products. We recently entered into a Shareholders Agreement dated June 1 2006 with United Integrated Sdn Bhd Malaysia for converting this company into a joint venture wherein we shall have fifty one percent (51%) equity stake and the rest will be held by United Integrated Sdn Bhd Malaysia. Pursuant this agreement the name of the company has been changed to TAKE United Sdn Bhd w.e.f. July 7 2006.HISTORY AND CERTAIN CORPORATE MATTERSBrief SummaryOur Company was incorporated as a private limited company by the nameTAKE Solutions Private Limited on December 20 2000 having itsRegistered Office at No.76 Venkatakrishna Road Raja AnnamalaipuramChennai 600 028. We have been promoted by a team of domain experts inthe supply chain management sector of the software industry.Pursuant to a Scheme of Amalgamation a company namely MillenniumInfocomm Limited was merged with our Company w.e.f. January 1 2003i.e. the Appointed Date and the Scheme of Amalgamation came into effecton February 23 2004 i.e. the Effective Date and the word "Private" wasdeleted from the name of the Company by the Registrar of CompaniesTamil Nadu on March 29 2004.The Registered Office of our Company was earlier situated at No.17Oliver Road Mylapore Chennai 600004 and has been shifted to thepresent address i.e. # 76 Venkatakrishna Road Raja AnnamalaipurumChennai 600028 India. w.e.f. November 28 2003. The registered officeof the Company was shifted to the present address due to administrativereasons.On February 7 2003 we acquired the divisions/softwares of iStartWebPrivate Limited and MSIPL. The division of iStartWeb Private Limiteddealt with BPM workflow management application and informationintegration. The division of MSIPL had capabilities in secondary salesmanagement software.In December 2003 we acquired fifty one (51 %) of the equity sharecapital of Megatrends Limited but subsequently on April 5 2005 wedivested our equity fully in Megatrends and this company ceased to beour subsidiary.On November 20 2004 we incorporated a wholly owned Subsidiary in theKingdom of Bahrain by the name of TAKE Solutions Gulf W.L.L. ThisSubsidiary has enabled us to foray in the Middle East markets formarketing SCM suite of products. However TAKE Solutions Gulf W.L.L.has now been voluntarily liquidated by the Company w.e.f. January 222007.We in the year 2004-2005 developed a suite of products across the SCMvertical which enabled us to deliver customized business solutions andsupport services at shrink-wrap speeds to our clients.In December 2005 we acquired majority stake in the equity of TAKE Inc.then a subsidiary company of TAKE Solutions Pte. Limited (one of ourPromoters). In March 2006 we acquired the entire shareholding of TAKEInc. USA and thereby our Company forayed into the US markets. Theacquisition also added a new vertical i.e. the Life Sciences Spaceknown as 'Life Sciences Technology Solutions' having a suite ofproducts under the brand umbrella "OneClinical". In 2006 TAKE Inc.launched the software product PharmaReady in the Life Sciences space.TAKE Inc. further has a subsidiary namely Applied Clinical IntelligenceL.L.C.On 29th March 2006 we acquired 58.06% in the equity of AutopartsasiaPrivate Limited which is a 100% EOU in India. This acquisition enabledus to extend our SCM model in the automotive space of the industry.On 31st March 2006 we acquired 97.75% in the equity of MillenniumBusiness Solutions (Sdn) Bhd. Malaysia from Millenium BusinessSolutions Private Limited India. By way of this acquisition we forayedinto the South East Asian market for marketing SCM suite of products.We have entered into a Shareholders Agreement dated June 1 2006 withUnited Integrated Sdn Bhd Malaysia for converting this company into ajoint venture wherein our Company shall hold fifty one percent (51 %)equity capital and the rest will be held by United Integrated Sdn BhdMalaysia. Pursuant this agreement the name of the company has beenchanged to TAKE United Sdn Bhd w.e.f. July 7 2006. The conversion ofthe company into a joint venture has not yet been given effect to.In March 2007 we acquired the entire share capital of CMNK Consultancy& Services Private Limited a company incorporated under the provisionsof the Companies Act. We have acquired this company to act as a vehicleto enable acquisition of target companies by our Company.In June 2007 we acquired ClearOrbit Inc. USA a Delaware Corporationthrough our USA based subsidiary TAKE Inc. ClearOrbit is now thewholly owned subsidiary of TAKE Solutions Inc.Given below is a brief summary of the inorganic growth of our Company:Year of Name of acquired/amalgamatedacquisition companyamalgamated company2003 Amalgamation of Millennium Infocomm Limited with our Company. Acquisitions of divisions of iStart Web Private Limited and Metalogic Systems (India) Private Limited (MSIPL)Nature of business of the acquisition /amalgamated companyMillennium Infocomm Limited was a Microsoft partnerdeveloping software solutions in the logistics as well asfinancial services domain.The division of iStartWeb Private Limited dealt with BPMworkflow management application and informationintegration.The division of MSIPL had capabilities in secondarysales management software.Year of Name of acquired/amalgamatedacquisition company amalgamated company2005 Our Company acquired the equity capita of TAKE Inc.2006 TAKE Inc. acquired one hundred percent On Sphere has contri (100%) equity in Onsphere Corporation USA. TAKE Inc. acquired fifty one percent (51%) membership in Applied Clinical Intelligence LLC USA Our company acquired 58.06% of the equity share capital of Autopartsasia Private Limited in India. Our Company acquired 97.49% equity share capital of Millennium Business Solutions (Sdn) Bhd. Malaysia and changed its name to TAKE United Sdn Bhd after entering into shareholders agreement with United Group.2007 Our Company acquired 100% in CMNK Consultancy & Services Private Limited Our Company acquired 100% in ClearOrbit Inc. USA through our subsidiary TAKE Inc.Nature of business of the acquisition /amalgamated companyClinmetrics as known prior to acquisition had one product inthe Lifesciences spaces and a visionary management teamthat was planning on an array of applications focused on thedrug development process.Today this product suit is branded"One Clinical"OnSphere has contributed the Pharma Ready product range to"One Clinical" suite and is also a Microsoft Gold partner withstrategic relationship with US companies. It has strengthenedthe management in US geography from client relationshipperspective. Onsphere Corporation USA has been mergedwith TAKE Inc. w.e.f.. December 29 2006.ACI has added strong client relationships with pharmaceuticalcompanies in the US and furthers domain expertise in the dataanalytics part of drug development process.Autopartsasia Private Limited is a 100% EOU in India. Thisacquisition enabled our company to extend SCM model in theautomotive space of the industry. Autopartsasia's US basedclients help launch the SCM product suite in the US geography.Our Company forayed into the South East Asian market formarketing SCM suite of products. The Company holds theMalaysian Government's MSC - Pioneer status in Supply ChainManagement solutions.This company has been acquired to act as a vehicle acquisitionof target companies.ClearOrbit extends enterprise systems with proven SupplyChain Execution ("SCE") and Collaborative SupplyManagement ("CSM") software solutions. ClearOrbit productswork in conjunction with our Company's existing enterpriseapplications to expand rather than duplicate functionalityeliminating inefficiencies in the supply chain. By using singledata model architecture ClearOrbit delivers on the promise ofEnterprise Resource Planning (ERP) with fully integratedsupply chain execution and collaboration solutions. Thesesolutions address functionality issues inherent in most ERPsystem implementations allowing customers to meet theirunique business requirementsOur Company has entered into a Joint Venture-Shareholders' Agreementdated June 18 2006 with W.J. Towell & Co LLC ("Towell?) a companyincorporated in Muscat Sultanate of Oman having its registered officeat A1-Iskan Street Greater Mutrah Business District Sultanate ofOman P.O. Box-1040 PC 112 Ruwi Muscat Sultanate of Oman toincorporate Towell TAKE with an initial share capital of 150000 OmaniRials divided into 150000 shares of Omani Rial 1.00 each. Towell TAKEhas been registered under Commercial Registration No. 1005282 onSeptember 11 2006On August 25 2006 we were assessed by KPMG as a SEI - CMMI 5 LevelCompany and have thereby achieved a milestone in our corporate lifecycle.We combine domain thought leadership with cutting edge technology toimprove operational efficiencies and deliver measurable businessresults to our client world wide. Our expertise extends into BusinessProcess Management (BPM) Data Warehousing and Business Intelligence(DW/BI).TAKE stands for Technology Analytics Knowledge and Enterprise. Wehave an extensive team of dedicated result oriented and client-focusedprofessionals representing a unique combination of extensive domainexpertise and technical excellence.Our Company had undertaken certain warehousing activities as part ofour BSP services on behalf of certain clients. Our Company undertook onlease certain warehouses and obtained licenses and registrations fromthe concerned regulatory authorities. We now have ceased to undertakewarehousing activities.MilestonesYear Particulars2003 Amalgamation with Millennium Infocomm Limited Acquisition of divisions of iStartWeb Private Limited and MSIPL2004 TAKE was assessed as SEI - CMM 4 by KPMG2005 TAKE acquired the substantial equity of TAKE Inc. USA2006 TAKE Inc. acquired one hundred percent (100%) equity in OnSphere Corporation USA. (now merged with TAKE Inc.) TAKE Inc. acquired fifty one percent (51%) membership in Applied Clinical Intelligence LLC USA. TAKE became the Microsoft Gold Certified Partner TAKE acquired 58.06% of equity capital in Autopartsasia Private Limited in India TAKE acquired Millennium Business Solutions (Sdn) Bhd. Malaysia and changed its name to TAKE United Sdn Bhd after entering into shareholders agreement with United Group TAKE entered into a joint venture with Towell Group Muscat Oman and set up the joint venture company Towell-TAKE L.L.C. TAKE was certified as Microsoft 'High-Impact Depth Managed Partner TAKE was assessed as SEI - CMMI 5 by KPMG Merger of OnSphere Corporation USA with TAKE Inc.2007 Technology Trendsetter Award' received by Towell TAKE at the recently concluded Information Technology Exhibition COMEX 2007 held in the Sultanate of Oman Acquisition of CMNK Consultancy & Services Private Limited Acquisition of ClearOrbit Inc. USA through TAKE Inc.For details on our financial performance and growth financialstatements and accounting policies refer to the sections titled"Financial Statements of Our Company" and "Management's Discussion andAnalysis of Financial Condition and Results of Operations".